Can a Company Transfer from International Secondary Listing to Equity Shares (Commercial Companies) and Be Eligible for the FTSE UK Index Series?

September 17, 2024 10:19 AM BST | By Team Kalkine Media
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The FTSE UK Index Series, a comprehensive benchmark for companies listed on the London Stock Exchange (LSE), includes provisions for secondary listings to be eligible for inclusion. This flexibility underscores the global nature of the index and the London marketWhile many companies in the FTSE UK Index Series have primary listings on the LSE, secondary-listed companies are not excluded, provided they meet all relevant inclusion criteriaOne crucial requirement for eligibility is the assignment of UK nationality, as outlined in Section 5 of the FTSE UK Index Series Ground RulesThis assignment ensures that a company is sufficiently aligned with the UK economy and corporate governance standards, despite its secondary listing status. 

The inclusion of companies with secondary listings is possible only if they satisfy a range of criteria similar to those required for primary-listed companiesThese criteria include market capitalization, liquidity thresholds, governance standards, and sector representationIn addition, a UK nationality assignment is necessary for any company wishing to be part of the FTSE UK Index SeriesThe nationality assignment process is based on factors such as the location of the company’s headquarters, its primary economic activities, and its compliance with corporate governance regulations. 

A prime example of a secondary-listed company that could meet these conditions is Rio Tinto PLC (RIO)Rio Tinto, a global mining and metals giant, has a primary listing on the Australian Stock Exchange but also maintains a secondary listing on the LSEIts significant operational presence in the UK, including its corporate headquarters in London, makes it a strong candidate for UK nationality assignmentIf Rio Tinto fulfills the liquidity and governance criteria, its UK nationality status would be a determining factor for its inclusion in the FTSE UK Index Series. 

Another relevant example is BHP Group PLC (BHP), a multinational resources company with dual listings on the Australian Stock Exchange and the LSEBHP has long-standing ties to the UK market, and its operations span key sectors, including mining and energyLike Rio Tinto, BHP’s dual listing and strong UK connections could make it a potential candidate for the FTSE UK Index Series, provided it meets all other inclusion criteriaThe nationality assignment is particularly important in this context, as it ensures that the company is recognized as contributing to the UK economy despite its international focus. 

The FTSE UK Index Series is structured to reflect the performance of companies that play a significant role in the UK market, whether through primary or secondary listingsA company like Ferguson PLC (FERG), for instance, could be included in the index even though it is primarily listed on the New York Stock Exchange (NYSE)Ferguson was originally based in the UK, and while it has shifted its primary listing to the U.S., its operational activities in the UK remain substantialIts eligibility for the FTSE UK Index Series would hinge on its ability to meet the UK nationality requirement and other criteria, including liquidity and governance standards. 

The process for assigning UK nationality to companies with secondary listings is designed to ensure that the index remains a reflection of the UK’s economic landscapeThis requirement is essential because it helps maintain the integrity of the index by ensuring that included companies, regardless of their listing status, have meaningful connections to the UK marketA company like Flutter Entertainment PLC (FLTR), which operates across various global markets and maintains a secondary listing on the LSE, could be a strong candidate for the FTSE UK Index Series if it satisfies the UK nationality criteriaFlutter’s extensive operations in the UK and its sectoral importance make it a likely contender for inclusion. 

Secondary listings, in this context, provide companies with a way to access capital from international investors while maintaining a presence in their home or secondary marketsThe FTSE UK Index Series recognizes this dynamic by allowing for the inclusion of secondary-listed companies, provided they meet all the requirementsThis includes adherence to corporate governance standards, which are especially important in the case of companies like Vodafone Group PLC (VOD), a telecommunications giant with a presence in multiple marketsVodafone’s secondary listing on the LSE, combined with its operational significance in the UK, makes it eligible for the FTSE UK Index Series, provided it complies with the nationality and governance requirements. 

Similarly, Haleon PLC (HLN), a global consumer healthcare company that was spun off from GlaxoSmithKline PLC (GSK), could also be considered for the FTSE UK Index Series despite its global operationsHaleon has its primary listing on the LSE, but its widespread international presence means that it could be considered a secondary listing in other marketsIts inclusion in the FTSE UK Index Series would depend on satisfying the liquidity, governance, and nationality requirements, demonstrating its alignment with UK market standards. 

The inclusion of secondary-listed companies is not limited to any specific industryCompanies from various sectors, including technology, energy, and healthcare, are eligible for consideration as long as they meet the required standardsFor example, Centrica PLC (CNA), a major player in the UK energy market, could qualify for the FTSE UK Index Series even if it expands its listings to other international exchangesIts operational focus on the UK market and adherence to governance standards would ensure its eligibility, even if it maintains a secondary listing abroad. 

Another key factor in determining the inclusion of secondary-listed companies is market liquidityCompanies like Diageo PLC (DGE), a global beverage leader with operations in the UK and abroad, could be considered for the FTSE UK Index Series if they meet liquidity thresholds and other market criteriaDiageo’s international focus does not preclude it from being part of the index, as long as it demonstrates a strong connection to the UK economy and complies with all the necessary rules. 

The FTSE UK Index Series also plays an important role in reflecting changes in corporate structures, such as mergers, acquisitions, or spin-offs, which may affect a company’s listing statusFor instance, if a company like WPP PLC (WPP), a global advertising and marketing leader, were to engage in a merger or acquisition that affects its listing on the LSE, it could still be considered for inclusion in the FTSE UK Index SeriesThe nationality assignment and other criteria would remain relevant in determining whether WPP maintains its eligibility. 

In conclusion, the FTSE UK Index Series is designed to be inclusive of companies with secondary listings, provided they meet all necessary requirementsThe key factor for inclusion is the UK nationality assignment, as outlined in Section 5 of the FTSE UK Index Series Ground RulesCompanies like Rio Tinto, BHP Group, Ferguson, and others demonstrate how secondary-listed firms can qualify for the index by maintaining strong ties to the UK economy and adhering to governance, liquidity, and market capitalization standardsThe flexibility of the index allows it to capture the performance of both domestic and multinational corporations, ensuring that it remains a comprehensive benchmark for the UK market. 


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